Obligation North Oil & Gas 8% ( US665531AB54 ) en USD

North Oil & Gas

100 % ⇌

Etas-Unis

US665531AB54 ( en USD )

8% par an ( paiement semestriel )

01/06/2020 - Obligation échue

Prospectus brochure de l'obligation Northern Oil and Gas US665531AB54 en USD 8%, échue

2 000 USD

500 000 000 USD

665531AB5

N/A

Northern Oil and Gas est une société d'exploration et de production de pétrole et de gaz basée aux États-Unis, axée principalement sur l'acquisition et le développement d'actifs dans les bassins pétrolifères du Bakken et du Three Forks.

L'Obligation émise par North Oil & Gas ( Etas-Unis ) , en USD, avec le code ISIN US665531AB54, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2020

Definitive Prospectus
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424B3 1 d370305d424b3.htm DEFINITIVE PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No: 333-182266
PROSPECTUS

Offer to Exchange
Up to $300,000,000 Principal Amount of
8.000% Senior Notes due 2020
for
a Like Principal Amount of
8.000% Senior Notes due 2020
that have been registered under the Securities Act of 1933
We are offering to exchange registered 8.000% Senior Notes due 2020, referred to in this prospectus as the "exchange notes,"
for any and all of our outstanding unregistered 8.000% Senior Notes due 2020, referred to in this prospectus as the "original notes."
The exchange notes and the original notes are sometimes referred to in this prospectus together as the "notes." The terms of the
exchange notes are identical in all material respects to those of the original notes, except that the exchange notes have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and additional
interest provisions related to the original notes do not apply to the exchange notes. The original notes may only be tendered in an
amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess of $2,000. This exchange offer is subject to
certain customary conditions and will expire at 5:00 p.m., New York City time, on September 21, 2012, unless we extend it (as such
date and time may be extended, the "Expiration Date"). The exchange notes will not trade on any established exchange.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of exchange notes received in exchange for original notes where such original notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the
earlier of (a) 180 days after the date on which the registration statement containing this prospectus is declared effective by the
Securities and Exchange Commission (the "SEC") and (b) the date on which a broker-dealer is no longer required to deliver a
prospectus in connection with market-making or other trading activities, we will make this prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 8 for a discussion of certain risks that you should consider
before participating in the exchange offer.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 23, 2012
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TABLE OF CONTENTS

Page
WHERE YOU CAN FIND MORE INFORMATION

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CAUTIONARY STATEMENT REAGARDING FORWARD-LOOKING STATEMENTS

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SUMMARY

1

RISK FACTORS

8

USE OF PROCEEDS

15
RATIO OF EARNINGS TO FIXED CHARGES

15
THE EXCHANGE OFFER

16
DESCRIPTION OF THE EXCHANGE NOTES

25
DESCRIPTION OF OTHER INDEBTEDNESS

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

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PLAN OF DISTRIBUTION

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LEGAL MATTERS

79
EXPERTS

79

You should rely only on the information contained or incorporated by reference in this prospectus. We have not
authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction
where the offer is not permitted. You should not assume that the information provided in this prospectus is accurate as of any
date other than the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the exchange
notes.

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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the SEC. Our SEC filings are available over the internet
at the SEC's website at http://www.sec.gov and our website at www.northernoil.com. Information on our website does not constitute
part of this prospectus. You may also read and copy any document that we file with the SEC at its public reference facility:
Public Reference Room
100 F Street NE
Washington, D.C. 20549
You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on the operations of the
public reference facility and copying charges.
We "incorporate by reference" into this prospectus the information we file with the SEC, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is an important part of
this prospectus. Some information contained in this prospectus updates the information incorporated by reference, and information
that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or
inconsistency between information set forth in this prospectus and information incorporated by reference into this prospectus, you
should rely on the information contained in the document that was filed later. We incorporate by reference our Annual Report on Form
10-K for the year ended December 31, 2011 (which incorporates by reference certain portions of our definitive Proxy Statement for
our Annual Meeting of Shareholders held on May 30, 2012); our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2012 and June 30, 2012; our Current Reports on Form 8-K filed on February 14, 2012, March 2, 2012, March 16, 2012, May 7,
2012, May 15, 2012, May 18, 2012, June 1, 2012, and July 2, 2012; and any filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the filing of this prospectus and before the completion of the offering
of the exchange notes. Notwithstanding the foregoing, unless specifically stated otherwise, none of the information that we disclose
under Items 2.02 and 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated
by reference into, or otherwise included in, this prospectus.
You may request a copy of any filings referred to above, at no cost, excluding any exhibits to those filings unless the exhibit is
specifically incorporated by reference in those filings, by writing or telephoning us at the following address and telephone number:
Investor Relations
Northern Oil and Gas, Inc.
315 Manitoba Avenue--Suite 200
Wayzata, MN 55391
Telephone: 952-476-9800
In order to obtain timely delivery, you must request the information no later than September 14, 2012, which is five business days
before the Expiration Date.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
All statements other than statements of historical facts included or incorporated by reference in this prospectus regarding our
financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness
covenant compliance are forward-looking statements. When used in this prospectus, forward-looking statements are generally
accompanied by terms or phrases such as "estimate," "project," "predict," "believe," "expect," "anticipate," "target," "plan,"
"intend," "seek," "goal,"

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"will," "should," "may" or other words and similar expressions that convey the uncertainty of future events or outcomes. Items
contemplating or making assumptions about actual or potential future sales, market size, collaborations, and trends or operating
results also constitute such forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our
control) could cause actual results to differ materially from those set forth in the forward-looking statements, including the following:
oil and natural gas prices; our ability to raise or access capital; general economic or industry conditions, nationally and/or in the
communities in which our company conducts business; changes in the interest rate environment; legislation or regulatory requirements;
conditions of the securities markets; changes in accounting principles, policies or guidelines; financial or political instability; acts of
war or terrorism; and other economic, competitive, governmental, regulatory and technical factors affecting our operations, products
and prices.
We have based any forward-looking statements on our current expectations and assumptions about future events. While our
management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business,
economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of
which are beyond our control. Accordingly, results actually achieved may differ materially from expected results in these statements.
Forward-looking statements speak only as of the date they are made. You should consider carefully the statements in "Risk Factors"
and other sections of this prospectus, which describe factors that could cause our actual results to differ from those set forth in the
forward-looking statements. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements
to reflect events or circumstances occurring after the date of such statements.

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SUMMARY
This summary highlights selected information from this prospectus and is therefore qualified in its entirety by the more
detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all the
information that is important to you. We urge you to read carefully this entire prospectus and the other documents to which it
refers to understand fully the terms of the exchange notes and the exchange offer. References in this prospectus to "Northern
Oil," the "Company," "we," "us," "our" and "ours" refer to Northern Oil and Gas, Inc.
Northern Oil and Gas, Inc.
We are an independent energy company engaged in the acquisition, exploration, development and production of oil and
natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and
Montana. We believe the location, size and concentration of our acreage position in one of North America's leading
unconventional oil-resource plays will provide drilling and development opportunities that result in significant long-term value.
Our primary focus is oil exploration and production through non-operated working interests in wells drilled and completed in
spacing units that include our acreage. As a non-operator, we are able to diversify our investment exposure by participating in a
large number of gross wells, as well as entering into more project areas by partnering with numerous experienced operating
partners.
We were incorporated in Minnesota in 2010 as the successor to a business formed in 2007. Our executive offices are
located at 315 Manitoba Avenue, Suite 200, Wayzata, Minnesota 55391, and our telephone number is 952-476-9800. We maintain
an Internet website at www.northernoil.com. Information contained on our website is not incorporated by reference into this
prospectus, and you should not consider information contained on our website as part of this prospectus.

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Summary of the Exchange Offer
The following is a brief summary of the principal terms of the exchange offer. Certain of the terms and conditions described
below are subject to important limitations and exceptions. See the section of this prospectus titled "The Exchange Offer" for more
complete information about the exchange offer.

Background
On May 18, 2012, we completed the private offering of $300 million aggregate
principal amount of 8.000% Senior Notes due 2020. As part of that offering, we
entered into a registration rights agreement with the initial purchasers of the
original notes in which we agreed, among other things, to deliver this prospectus
to you and to complete an exchange offer for the original notes.

The Exchange Offer
We are offering to exchange our exchange notes, which have been registered
under the Securities Act, for a like principal amount of our outstanding
unregistered original notes. Original notes may only be tendered in an amount
equal to $2,000 in principal amount or in integral multiples of $1,000 in excess
of $2,000. See "The Exchange Offer--Terms of the Exchange."

The Exchange Notes
The exchange notes are part of the same series under the governing indenture as
the original notes. The terms of the exchange notes are identical in all material
respects to those of the original notes, except that the exchange notes have been
registered under the Securities Act and the transfer restrictions, registration
rights and additional interest provisions related to the original notes do not
apply to the exchange notes.

Resale of Exchange Notes
Based upon the position the staff of the SEC has taken in previous no-action
letters, we believe that exchange notes issued pursuant to the exchange offer in
exchange for original notes may be offered for resale, resold and otherwise
transferred by you without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that you will acknowledge
that:

· you are acquiring the exchange notes in the ordinary course of your

business;

· you have not participated in, do not intend to participate in, and have no

arrangement or understanding with any person to participate in a
distribution of the exchange notes; and

· you are not our "affiliate" as defined under Rule 405 of the Securities Act.

We do not intend to apply for listing of the exchange notes on any securities
exchange or to seek approval for quotation through an automated quotation

system. Accordingly, there can be no assurance that an active market will
develop upon completion of the exchange offer or, if developed, that such
market will be sustained or as to the liquidity of any market.

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Each broker-dealer that receives exchange notes for its own account in exchange
for original notes, where such original notes were acquired by such broker-

dealer as a result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such exchange notes. See "Plan of Distribution."

Consequences of Not Exchanging Your
Original notes that are not tendered in the exchange offer or are not accepted for
Original Notes
exchange will continue to bear legends restricting their transfer. You will not be
able to offer or sell such original notes unless:

· you are able to rely on an exemption from the requirements of the

Securities Act; or

· the original notes are registered under the Securities Act.

After the exchange offer is completed, we will no longer have an obligation to
register the original notes, except under limited circumstances. To the extent that
original notes are tendered and accepted in the exchange offer, the trading

market for any remaining original notes will be adversely affected. See "Risk
Factors--Risks Related to the Exchange Offer--If you fail to exchange your
original notes, they will continue to be restricted securities and might become
less liquid."

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on
September 21, 2012, unless we extend the exchange offer. See "The Exchange
Offer--Expiration Date; Extensions; Amendments."

Issuance of Exchange Notes
We will issue exchange notes in exchange for original notes tendered and
accepted in the exchange offer promptly following the Expiration Date. See
"The Exchange Offer--Terms of the Exchange."

Certain Conditions to the Exchange Offer
The exchange offer is subject to certain customary conditions, which we may
amend or waive. The exchange offer is not conditioned upon any minimum
principal amount of outstanding original notes being tendered. See "The
Exchange Offer--Conditions to the Exchange Offer."

Special Procedures for Beneficial Holders
If you beneficially own original notes that are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and you wish to tender
in the exchange offer, you should contact the registered holder promptly and
instruct such person to tender on your behalf. If you wish to tender in the
exchange offer on your own behalf, you must, prior to completing and executing
the letter of transmittal and delivering your original notes, either arrange to have
the original notes registered in your name or obtain a properly completed bond
power from the registered holder. The transfer of

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registered ownership may take a considerable amount of time. See "The

Exchange Offer--Procedures for Tendering."

Withdrawal Rights
You may withdraw your tender of original notes at any time before the exchange
offer expires. See "The Exchange Offer--Withdrawal of Tenders."

Taxation
An exchange pursuant to the exchange offer generally will not be a taxable event
for U.S. federal income tax purposes. See "Material United States Federal
Income Tax Consequences."

Use of Proceeds
We will not receive any proceeds from the exchange offer or the issuance of
exchange notes.

Exchange Agent
Wilmington Trust, National Association, will be engaged as exchange agent in
connection with the exchange offer.

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Summary of the Exchange Notes
The following is a brief summary of the principal terms of the exchange notes. Certain of the terms and conditions described
below are subject to important limitations and exceptions. See the section of this prospectus titled "Description of the Exchange
Notes" for more complete information about the exchange notes.

Issuer
Northern Oil and Gas, Inc.

Notes Offered
$300,000,000 principal amount of 8.000% Senior Notes due 2020. Other than
the restrictions on transfer and provisions related to registration rights and
additional interest, the exchange notes will have the same financial terms and
covenants as the original notes.

Maturity Date
June 1, 2020.

Interest
The exchange notes will bear interest at the rate of 8.000% per year (calculated
using a 360-day year). Interest on the exchange notes will accrue from the last
interest payment date on which interest was paid on the original notes
surrendered in exchange therefor or, if no interest has been paid on the original
notes, from May 18, 2012. Interest will be payable semi-annually, in arrears, on
June 1 and December 1 of each year, beginning on December 1, 2012.

No interest will be paid on either the exchange notes or the original notes at the
time of the exchange. The holders of original notes that are accepted for
exchange will not receive accrued but unpaid interest on such original notes at

the time of the exchange. Rather, that interest will be payable on the exchange
notes delivered in exchange for the original notes on the first interest payment
date after the Expiration Date of the exchange offer.

Ranking
The exchange notes will be our senior unsecured obligations. Accordingly, they
will rank:

· equal in right of payment to all of our existing and future senior indebtedness;

· effectively junior to any of our secured indebtedness, including indebtedness

under our revolving credit facility, to the extent of the value of the collateral
securing such indebtedness; and

· senior in right of payment to any of our future subordinated indebtedness.

Guarantees
We currently do not have any subsidiaries and, as a result, the exchange notes
will not be guaranteed initially. Any subsidiaries we form in the future may be
required to unconditionally guarantee, jointly and severally, our payment
obligation under the exchange notes on s senior unsecured basis. Each guarantee,
if any, will rank:

· equal in right of payment to all existing and future senior indebtedness of the

guarantor subsidiary;

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· effectively junior to secured indebtedness of the guarantor subsidiary,
including indebtedness under our revolving credit facility, to the extent of the

value of the collateral of the guarantor subsidiary securing such indebtedness;
and

· senior in right of payment to any future subordinated indebtedness of the

guarantor subsidiary.

Optional Redemption
We will have the option to redeem the exchange notes, in whole or in part, at
any time on or after June 1, 2016, at the redemption prices described in this
prospectus under the heading "Description of the Exchange Notes--Optional
Redemption," together with any accrued and unpaid interest to the date of
redemption. In addition, we may, on any one or more occasions, redeem some or
all of the exchange notes at any time prior to June 1, 2016, at a price equal to
100% of the aggregate principal amount of the notes redeemed, plus a "make-
whole" premium.

At any time prior to June 1, 2015, we may redeem up to 35% of the aggregate
principal amount of the notes with the net cash proceeds of certain equity
offerings at a redemption price of 108.000% of the principal amount of the notes

redeemed, plus any accrued and unpaid interest to the date of redemption, if at
least 65% of the aggregate principal amount of the notes issued under the
indenture remains outstanding immediately after such redemption and the
redemption occurs within 180 days after the closing date of such equity offering.

Change of Control
If a change of control event occurs, each holder of exchange notes may require
us to repurchase all or a portion of its notes for cash at a price equal to 101% of
the aggregate principal amount of such notes, plus any accrued and unpaid
interest to the date of repurchase.

Certain Covenants
The indenture governing the exchange notes contains covenants that, among other
things, limit our ability and the ability of our restricted subsidiaries, if any, to:

· declare or pay any dividend or make any other distributions on, purchase or

redeem our equity interests or purchase or redeem subordinated debt;

· make certain investments;

· incur or guarantee additional indebtedness or issue certain types of equity

securities;

· create certain liens;

· sell or transfer assets;

· consolidate, merge or transfer all or substantially all of our assets;

· engage in transactions with affiliates; and

· create unrestricted subsidiaries.

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